FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BANC OF CALIFORNIA, INC. [ BANC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/17/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 06/17/2015 | P | 1,692 | A | $13.62 | 39,428 | I | By the Steven and Ainslie Sugarman Living Trust | ||
Common Stock | 06/17/2015 | P | 1,308 | A | $13.6069 | 40,736 | I | By Steven and Ainslie Sugarman Living Trust | ||
8.00% Non-Cumulative Perpetual Preferred Stock, Series C | 06/17/2015 | P | 4,000 | A | $27.127 | 4,000 | I | By Steven and Ainslie Sugarman Living Trust | ||
Common Stock | 166,249(1) | D | ||||||||
Common Stock | 10,200 | I | By Charles Schwab & Co Inc., Cust Sugarman Enterprises, Inc. 401K FBO Ainslie Sugarman | |||||||
Common Stock | 400 | I | By Hailey Sugarman Roth IRA | |||||||
Common Stock | 1,475 | I | By Sierra Sugarman Roth IRA | |||||||
Common Stock | 2,000 | I | By Steven Sugarman Roth IRA | |||||||
Common Stock | 282 | I | By Ainslie Sugarman Roth IRA | |||||||
Common Stock | 35,000 | I | By the Steven and Ainslie Sugarman Family Irrevocable Trust | |||||||
Common Stock | 4,700 | I | By Ainslie Sugarman IRA | |||||||
Common Stock | 690 | I | By Cole Sugarman Roth IRA |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Purchase) | $15.81 | 06/27/2012 | 06/27/2021 | Common Stock | 16,165 | 16,165 | D | ||||||||
Warrant to Purchase Class B Non-Voting Common Stock | $11(2) | (3) | (4) | Class B Non-Voting Common Stock | 960,000 | 960,000 | I | By Steven and Ainslie Sugarman Living Trust | |||||||
Stock Appreciation Rights | $12.83 | (5) | 08/22/2022 | Common Stock | 70,877 | 70,877 | D | ||||||||
Stock Appreciation Rights | $13.06 | (5) | 08/22/2022 | Common Stock | 150,933 | 150,933 | D | ||||||||
Stock Appreciation Rights | $13.6 | (5) | 08/22/2022 | Common Stock | 88,366 | 88,366 | D | ||||||||
Stock Appreciation Rights | $12.12 | (5) | 08/22/2022 | Common Stock | 500,000 | 500,000 | D | ||||||||
Stock Appreciation Rights | $13.55 | (5) | 08/22/2022 | Common Stock | 15,275 | 15,275 | D | ||||||||
Stock Appreciation Rights | $10.09 | (6)(7) | 08/22/2022 | Common Stock | 279,469(8) | 279,469(8) | D | ||||||||
Stock Appreciation Rights | $10.09 | (5) | 08/22/2022 | Common Stock | 252,023 | 252,023 | D | ||||||||
Stock Appreciation Rights | $11.62 | 11/07/2014 | 08/22/2022 | Common Stock | 216,334 | 216,334 | D |
Explanation of Responses: |
1. 121,852 of these shares represent a grant of restricted stock that is subject to certain performance conditions being met in order to vest by April 1, 2016. |
2. The exercise price of this warrant is subject to certain automatic adjustments in accordance with the terms of the warrant. Based on these automatic adjustments to the original $11.00 exercise price, it has been determined that the exercise price for these warrants was $9.22 per share as of March 31, 2015. |
3. Warrants vested in accordance with the following schedule: 50,000 shares vested on October 11, 2011 and the remainder vested in seven equal quarterly installments, beginning January 1, 2012. |
4. Warrants expire five years from the date vested. |
5. Each of these Stock Appreciation Rights ("SARs") became fully vested on August 21, 2014. |
6. These SARs (the "TEU Additional SARs") were issued to Mr. Sugarman in connection with the closing of an offering of the Issuer's 8.00% Tangible Equity Units. Each Tangible Equity Unit is composed of a prepaid stock purchase contract (each, a "Purchase Contract") and a junior subordinated amortizing note issued by the Issuer. Each Purchase Contract settles based on minimum or maximum settlement rates of shares of common stock. The number of settlement shares underlying the TEU Additional SARs were calculated using the maximum settlement rate and, therefore, the number of shares underlying these TEU Additional SARs is subject to adjustment and forfeiture. Until each Purchase Contract settles and the voting common stock related thereto is issued, each corresponding TEU Additional SAR has a vesting date of May 21, 2017 and no dividend equivalent rights prior to vesting. |
7. The TEU Additional SARs vest earlier than May 21, 2017 if any single Purchase Contract is settled in shares of voting common stock, at which time the TEU Additional SARs corresponding to such Purchase Contract shall become 100% vested and exercisable on the date on which any such Purchase Contract is settled (subject to certain exceptions if the settlement occurred before August 21, 2014). The TEU Additional SARs that have accelerated in vesting have the same terms and conditions as the original grant. |
8. The TEU Additional SAR originally related to 300,219 shares of common stock with a scheduled vesting of May 21, 2017, as described in Footnotes 5 and 6. As a result of the settlements of portions of the Purchase Contacts, the TEU Additional SAR accelerated in vesting with respect to 148,097 shares and 20,750 shares were forfeited as of June 3, 2015. |
/s/ Ronald J. Nicolas, Jr., Attorney-in-Fact | 06/19/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |